1.1 Name: The official name of this Association shall be the Mortgage Bankers Association of the Bluegrass, Inc. (“Association”).; P.O. Box 1054, Lexington, Kentucky 40588-1054.

1.2 Purpose: The Association is organized as a nonprofit trade association for educational, professional development, and legislative advocacy purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code.

The purposes of the Mortgage Bankers Association of the Bluegrass, Inc. (MBAB) shall be to:

(A) Promote professionalism and ethical standards in real estate finance;

(B) Provide networking, education and information to members and industry partners regarding mortgage lending, servicing, and related regulatory matters;

(C) Serve as a legislative advocate and liaison on matters affecting mortgage banking and housing finance; and

(D) Foster cooperation among mortgage lenders and industry service providers.

1.3 Affiliation: The Association shall operate as a local chapter affiliated with the Mortgage Bankers Association of Kentucky and the Mortgage Bankers Association (national). Legislative positions, policy initiatives, and professional standards of the Association shall be consistent with and coordinated through the Mortgage Bankers Association of Kentucky and the Mortgage Bankers Association.

2.1 Principal Office: The principal office of the Association in the Commonwealth of Kentucky shall be located in the City of Lexington, P.O. Box 1054, Lexington, Kentucky, 40588-1054. The Association may have such other offices, either within or without the Commonwealth of Kentucky, as the business of the Association may require from time to time.

2.2 Registered Office: The registered office of the Association may be, but need not be, identical with its principal office in the Commonwealth of Kentucky. The address of the registered office may be changed from time to time by the Board of Directors. The Registered Office is that which is in the records of the Secretary of State.

3.1 Annual Meetings: Nominations will be held at the annual meeting of members during the month of September for the election of officers and directors and the transaction of such other business as may properly come before it. If the election of officers and directors shall not be held in October, the Board of Directors shall cause the election to be held at a special meeting of the members to be held as soon thereafter as may be practicable.

3.2 Special Meetings: Special meetings of the members may be called by the President, by a Simple majority of the members of the Board of Directors, or by any six (6) members by filing with the Secretary a written call over their signature, such call to be filed at least ten (10) days in advance of said meeting.

3.3 Place of Meetings: The Board of Directors may designate any place within or without the Commonwealth of Kentucky as the place for any annual meeting, or any place within or without the Commonwealth of Kentucky as the place for any special meeting called by the Board of Directors.

3.4 Notice of Meetings: Notice of special meetings stating the place, day, and hour of the meeting, the purpose for which the meeting is called, shall be delivered not less than five (5) days nor more than fifty (50) days before the date of the meeting, either personally, by mail or email, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting to each member of record entitled to vote at such meetings.

3.5 Meetings: The regular meetings of the Association shall be held throughout the year at such place and time as the Board of Directors shall designate.

3.6 Quorum: A simple majority of the active members in good standing shall Constitute a quorum of any meeting of the Association. A quorum is required when voting on any action by the Association. A member registered with the Association and employed by a member firm in good standing shall have one (1) vote.

3.7 Voting: Meetings and voting may occur by electronic means as permitted by Kentucky law.

4.1 Classes: The officers of the Association shall be a President, a President Elect, a Secretary, and a Treasurer, each of whom shall be elected by the members. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the members.

4.2 Election and Term of Office: The officers of the Association must be active members. The officers shall be elected annually by the members. The term of President shall be for a two (2) year tenure. The President also reserves the option to ask the elected officers to remain on the Board, so long as there is no objection. Vacancies may be filled, or new offices created and filled at any meeting of the members.

Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

4.3 Removal: Any officer or agent elected or appointed by the members may be removed by the members whenever, in its judgment, the best interest of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

4.4 Vacancies: A vacancy in any officer position because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors by the affirmative vote, in person or virtual meeting, of a simple majority quorum of the Board of Directors.

4.5 President: The President shall appoint all Committees, shall preside at all meetings of the Association and the members and shall perform such other duties as ordinarily pertain to such office. The President shall be the ex-officio member on all standing committees in the event of a vacancy in the office of President, the President Elect shall assume the office and title of President during the unexpired term of the President.

4.6 President Elect: The President Elect shall have the duty of familiarizing himself/herself with all Association affairs and preparing for assuming the Presidency. He/She shall work under and in cooperation with the President. The President Elect shall preside at any meeting in the absence of the President and shall serve as Program Chairperson. In the event of a vacancy in the office of President Elect, the office shall remain vacant until the next annual election, otherwise a special election shall be called to fill the office.

4.7 Secretary: It shall be the duty of the Secretary to keep the records of membership, record the attendance at meetings, send out notices of meetings to the Association, Board and Committees, record and preserve the minutes of such meetings, and perform such other duties as customarily pertain to such office.

4.8 Treasurer: It shall be the duty of the Treasurer to have custody of all funds, accounting for same to the Association at its annual meeting and at any other time upon demand by the Board of Directors, and to perform such other duties as pertain to such office. By the first Board meeting after an election, he shall reset all electronic passwords and transfer all new signatures necessary for the incoming Treasurer. He/She shall collect all dues and funds of the Association and deposit them in bank or depository named by the Board of Directors. He/She shall report any delinquent accounts to the Board of Directors. He/She must maintain an up-to-date membership list for purpose of billing notices. He/She shall turn over to the successor or to the President all funds, books, and accounts or any other Association property in his/her possession. Upon taking office, the Treasurer and the President will review all books and report findings to the Board of Directors no later than the second Board of Directors meeting.

4.9 Salaries: All officers shall serve without compensation.

5.1 General Powers: The business and affairs of the Association shall be managed by its Board of Directors (“Board”).

5.2 Composition and Number: The number of elected directors of the Association shall consist of at least nine (9) directors, but not more than fifteen (15), excluding Past Presidents.

The Board of Directors shall consist of the elected officers, the immediate Past President of the Mortgage Bankers Association of the Bluegrass, Inc., and up to ten (10) other individuals. The full Board can include a maximum of five (5) Affiliate Members. The officers shall include no more than fifty per cent (50%) Affiliate Members.

The Board of Directors of the Association will be elected by the members. To be considered for a director position, one must be an active member of the Association or meet the qualifications of an Affiliate and serve as an Affiliate member.

5.3 Past Presidents: All past presidents who are currently active members of the Association, still active in the mortgage industry, and are willing to serve on the Board, shall be members of the Board of Directors with voting rights. The Nominating Committee shall initiate contact with past presidents to determine their desire and willingness to serve. To prevent the size of the Board from exceeding the number in 4.2, once the Board has 15 members, Past Presidents will be asked to serve on the Advisory Committee.

(Past Presidents may serve as voting directors for up to two (2) years following their term, thereafter serving in an advisory, non-voting capacity).

5.4 Attendance Requirements: Directors and voting past presidents are expected to support The Association by their regular attendance at meetings. If a Director or past President is absent (unexcused) for more than three (3) board meetings per year, he/she shall lose voting rights on the Board, unless just cause is presented to the Board.

5.5 Regular Meetings: A regular meeting of the Board of Directors shall be held at least every two (2) months, commencing in January, with ten (10) days’ notice of said meeting. The Board of Directors may provide, by resolution, the time and place, either within or without the Commonwealth of Kentucky, for the holding of additional regular meetings without other notice than this meeting.

5.6 Special Meetings: Special meetings of the Board of Directors may be called by or at the request of a majority of directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Commonwealth of Kentucky, as the place for the holding or any special meeting of the Board of Directors called by them.

5.7 Notice: Notice of any special meeting of the Board of Directors shall be given to each Director at least five (5) days in advance by mail or electronic transmission to the Director’s address of record.

A Director may waive notice in writing or by attendance. Attendance constitutes a waiver of notice unless the Director attends solely to object that the meeting was not lawfully called or convened.

The notice need not state the purpose or business of the meeting unless required by law or these By-Laws.

5.8 Quorum: A simple majority of the Board of Directors who are active and in good standing shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of the entire Board of Directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

5.9 Manner of Acting: The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the entire Board of Directors.

5.10 Vacancies: Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors (ex: from 9 to 15) may be filled by the Board of Directors for a term of office continuing only until the next election of directors by the members.

5.11 Functions:

(A) The Board shall have the authority to approve all non-reimbursed expenditures of the Association not exceeding Three Thousand Dollars ($3,000). Any expenditure in excess of Three Thousand Dollars ($3,000) must be approved by the Board of Directors.

(B) The Board shall approve all projects recommended by any Committee, which must be approved by a two-thirds (2/3) majority vote of the entire Board.

(C) The Board shall pass upon such member. It may, for good cause, declare an office vacant upon a two-thirds (2/3) majority vote of the entire board.

(D) The Board may fill vacancies that occur during the year except in the offices of President and President Elect which offices shall be filled only as provided by Article V of the By-Laws.

(E) The full Board has the authority to overturn any previous decision, with reconsideration requiring approval of such overruling by a simple majority vote.

(F) Each member of the Board must either chair a committee, co-chair, or serve on at least one committee.

5.12 Action by Written Consent: Any action that may be taken at a meeting of the Board may be taken without a meeting if approved in writing or by electronic consent of a majority of the Directors.

5.13 Voting: Meetings and voting may occur by electronic means as permitted by Kentucky law.

6.1 Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.

6.2 Loans: No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

6.3 Checks, Drafts, etc.: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents, of the Association and in such manner as shall from time to time, be determined by resolution of the Board of Directors.

6.4 Deposits: All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies and other depositories as the Board may select.

7.1 Standing Committees: The President shall appoint the following Standing Committees: (1)Education and Programs; (2) Membership; (3) Finance; (4) Communications; (5) Ethics and By-Laws; (6) Legislative; (7) Nominating; (8) Annual Awards; (9) Affiliate Relations; (10) Advisory.

The Annual Awards Committee shall have a subcommittee for the Hall of Fame Award. Members of the Hall of Fame Award Subcommittee shall be comprised of a majority of previous recipients of the award and, if so designated, additional non-recipients who have a minimum of 15 years employment in the Mortgage Banking industry.

7.2 Special Committees: In addition to Standing Committees, there shall be appointed by the President such special committees as the President of the Board may deem appropriate and necessary.

7.3 Education and Programs: This committee shall be chaired by the President Elect. This Committee shall plan, prepare and arrange for at least two (2) Mortgage Banking educational seminars to be presented each year for member education. This committee is responsible for organizing the monthly meeting. This includes identifying the location for the meeting, scheduling the speakers and securing sponsorships for the events.

Additionally, this committee is responsible for arranging special meetings.

7.4 Membership: This committee shall be in charge of recruitment and retention of members and shall notify the Association of any illness or distress existing among the general membership and send correspondence or flowers to such sick or bereaved members. They shall particularly devote their attention to the proper welcoming of new members and guests, striving to encourage friendship among the members.

7.5 Finance: The Treasurer shall serve as the Chairperson of this committee. This Committee shall prepare a budget by and deliver to the Board by February 3 of each year with approval of Board, of the estimated income and expenses of the Association for the year and shall pass upon all major expenditures of the Association, same having been recommended and approved previously by the Board of Directors. Within sixty (60) days of the end of the year the Budget and Finance Committee shall cause a review of the books and preparation of the annual tax return or provide information to an outside third party for same.

7.6 Communications: This committee shall be responsible for promoting the work of The Mortgage Bankers Association of the Bluegrass by updating and monitoring social media accounts and electronic discussion groups on a monthly basis. This committee is responsible for recommending new ways for the association to communicate with its members and other interested parties using alternative media outlets. This committee is responsible for monitoring and coordinating news and other pertinent updates and coordinating with the website with the MBA of Kentucky state website. This committee must collaborate with MBAKY on the coordination of a State Advocacy Day in Frankfort, Kentucky.

7.7 Ethics and By-Laws: The Code of Ethics of the Association shall be the Code of Ethics of the Mortgage Bankers Association, as amended from time to time. This committee shall be responsible for the recommendation of any deletions or additions to the Association Code of Ethics. Further, it shall be responsible for conducting all inquiries resulting from an accusation of a member’s violation of the Code of Ethics and reporting to the Board of Directors, their findings and recommendations, provided that such member shall have been given ten (10) days’ notice in writing of such pending action together with a copy of the complaint against him/her.

Final action shall be the exclusive right of the Board of Directors. In addition, this committee shall be responsible for undertaking review of the By-Laws and recommend to the Board of Directors any changes that are deemed necessary.

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7.8 Legislative: This committee shall be responsible for reporting to the Board of Directors and the membership any current activity on local, state, or national legislative issues. Legislative positions shall be coordinated with and not conflict with those of the Mortgage Bankers Association of Kentucky (MBAKY) and the Mortgage Bankers Association (MBA).

7.9 Nominating: This Committee shall be responsible for identifying and recommending candidates for vacancies on the Board of Directors and for officer positions. The President shall appoint the Committee, which shall consist of at least three (3) Active Members, including the Chairperson, who shall be the immediate Past President, and two (2) additional members. The Committee shall be appointed no later than July of each year.

7.10 Annual Awards: This committee shall be responsible for recommending a candidate for Mortgage Banker of the Year Award and any other special awards designated by the Board of Directors. The President shall appoint this Committee no later than August of each year. The committee responsible for nominating the Hall of Fame recipient must be comprised of past Hall of Fame recipients and/or MBA members who have had a minimum of 15 years of experience in the mortgage banking industry.

7.11 Affiliate Relations: This committee shall be responsible for coordinating activities between MBA of the Bluegrass and other groups, such as Realtors, Builders and other groups chosen by the Board.

7.12 Advisory: This committee shall consist of Past Presidents and Past Board members or Board Officers. The committee will be Chaired by either a Past President or Past Board Member.

8.1 Election Meeting:

(A) No later than the regular meeting in July of each year, the President shall appoint a Nominating Committee, as specified in section 8.9.

(B) The Nominating Committee shall prepare a report giving the offices to be filled and one or more members for each office. This report must be presented to the Association at least one meeting before the Election Meeting.

(C) After the Nominating Committee’s report and before the election, additional nominations for any office may be made by any member, either in writing to the Secretary or from the floor at the election meeting. All properly nominated candidates shall be placed on the ballot.

The Nominating Committee shall be appointed by July of each year and shall present its slate of nominees at the regular meeting immediately preceding the Election Meeting. The Election Meeting shall be held at the regular meeting in September or October. Nominations shall remain open until the Election Meeting and may be made in writing or from the floor.

(D) At the Election Meeting, there shall be furnished the entire membership in good standing, a ballot containing the names of the nominees for the respective offices, upon which each member shall indicate his/her choice. If all officers are unopposed, then a ballot is not required.

(E) The President shall be an active member and shall have served in one of the following capacities: Board of Directors or elected officer for a minimum of two (2) years.

8.2 Balloting: the nominees receiving the largest number of votes so cast for the respective offices for which they were nominated shall be declared elected for the terms of office commencing January 1st next following the election. A member of the voting Association must be present at the Election Meeting in order to vote for any nominee.

8.3 Voting: Meetings and voting may occur by electronic means as permitted by Kentucky law.

9.1 Classes of Membership:

(A) Mortgage Members: A Mortgage Member is defined as any firm which originates mortgage loans secured by real estate as their primary activity.

(B) Affiliate Members: An Affiliate Member shall be defined as any firm, person, or Association which shall not be eligible for active membership as described above. Affiliate members shall include, but not be limited to, credit agencies, appraisers, title companies, attorneys, surveyors, mortgage insurance companies and insurance companies.

9.2 Qualifications: All members must:

(A) Meet the eligibility requirements of the Mortgage Bankers Association or the Mortgage Bankers Association of Kentucky;

(B) Conduct business in a lawful and ethical manner; and

(C) Agree to comply with the Code of Ethics and Standards of Practice of the Mortgage Bankers Association.

(D) A prospect for membership must have been in business for one (1) year in Kentucky or a full member in good standing with the Mortgage Bankers Association of America, and in good standing with the Mortgage Bankers Association or eligible for such membership. The proposal for membership shall be in writing and shall contain the firm name, address, and a complete statement of the firm’s qualifications for membership.

(E) It is the exclusive right of the Board of Directors to waive the requirement that the prospect must have been in business for one (1) year in Kentucky or a full member in good standing with the MBA with a 2/3rds majority vote.

(F) The Membership Committee shall have the right to investigate the application and make a recommendation for approval or rejection to the Board.

(G) The Board of Directors may have a confidential written vote upon the request of any one Board member. If a confidential vote is taken, a majority vote constitutes membership approval. If the application is rejected, the applicant may appeal to the general membership for approval.

(H) Upon Board rejection and appeal by the applicant, the Secretary shall thereupon read, in an open meeting of the Association, the name of the candidate for membership, together with any such data as the Board of Directors may prescribe. A vote shall be made by the general membership with a 2/3rds majority vote required to pass.

(I) Upon approval for membership, the candidate shall be notified of their election to membership. If all dues of the newly approved applicant are not paid within sixty (60) days of notification, they must re-apply.

(J) Any re-application for membership shall not be placed before the Association for action within a six (6) month period.

(K) Any past Presidents of the Association no longer employed in the industry may attend any and all member functions and bear the costs of same.

9.3 Rights and Privileges: Only Active Members in good standing shall be entitled to vote and hold elective office unless otherwise provided in these By-Laws.

9.4 Termination: Membership may be suspended or terminated for non-payment of dues, misconduct, or violation of the Code of Ethics by a two-thirds (2/3) vote of the Board following notice and opportunity to be heard.

10.1 Membership Dues:

(A) Membership dues for a Mortgage Member or Affiliate Member shall be determined annually by the Board of Directors.

(B) Membership in the Mortgage Bankers Association of the Bluegrass, Inc. automatically constitutes membership in the Mortgage Bankers Association of Kentucky. A portion of annual dues will be forwarded to the MBA of Kentucky.

10.2 When Payable: All dues shall be payable when billed by the Treasurer and no later than sixty (60) days following the date of the invoices.

11.1 Resolutions: No motion or resolution committing the Association to a position or action may be considered by the membership unless it has first been reviewed by the Board of Directors. Any such motion made at a membership meeting shall be referred to the Board without discussion. The Board shall review the matter and return it to the membership with a recommendation for final action.

12.1 Resignation: Resignation of any member, when delivered in writing to the President or Secretary, shall be effective immediately upon its acceptance by the Board provided all Indebtedness of such member to the Association has been paid.

12.2 Non-Payment of Dues: Any member owing dues to the Association for a period of sixty (60) days shall be deprived of all privileges of the Association. If a company applies for reinstatement they will be assessed a late penalty as determined annually by the Board of Directors.

12.3 Non-Attendance: If any member company shall absent itself from three (3) consecutive or five (5) total meetings of the Association without valid excuse his/her membership may be suspended unless such absence is excused by the Board of Directors for good and sufficient reasons.

12.4 Misconduct: Any member who, by personal or business conduct, violates the principles or ethics of the Association may be expelled from membership by the Board of Directors by a two-thirds (2/3) vote of the entire Board. Such member shall be given ten (10) days’ notice in writing of such pending action together with a copy of the complaint against him/her. Member shall have ten (10) days from date of notice for rebuttal. Should the Board of Directors elect to expel the member, they are not eligible for the reinstatement for a period of at least one year. Reinstatement is at the Board of Directors’ discretion by a two-thirds (2/3) majority vote of the entire board. This shall be done after the hearing by the Ethics Committee and said Ethics Committee has so recommended to the Board of Directors.

13.1 Conflict of Interest Policy: All officers and directors shall adhere to a written Conflict of Interest Policy consistent with Mortgage Bankers Association Standards.

14.1 Amendments: These By-Laws may be amended by a two-thirds (2/3) vote of the active members in good standing present and voting at any regular meeting of the Association, after recommendation of the Board of Directors, provided written notice of such proposed amendments shall have been given to members at least ten (10) days prior to the meeting. No amendments or additions to these By-Laws shall be made which are not in conformity with the Association’s Constitution. If no objection is made, approval shall be granted.

14.2 Fiscal Year: The fiscal year of the Association shall begin January 1 and end December 31 unless otherwise determined by the Board.

14.3 Seal: The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Association, the State of Incorporation, and the word “seal.”

14.4 Waiver of Notice: Whenever any notice is required to be given under the provision of these By-Laws, or under the provisions of the Association’s Articles of Incorporation, or under the provisions of the Association Laws of the Commonwealth of Kentucky, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

14.5 Construction: Unless the context specifically requires otherwise, any reference in these By-Laws to any gender shall include all other genders. Any reference to a singular shall include the plural, and any reference to the plural shall include the singular.

14.6 Ethics: All members, officers, and Directors shall adhere to and abide by the Mortgage Bankers Association Code of Ethics and Standards of Practice of the Mortgage Bankers Association, as amended from time to time.

14.7 Dissolution: Should it become necessary to dissolve the MBA of the Bluegrass, the decision to dissolve must be approved by a 2/3 majority of the Board of Directors after notification to Membership, and offer of reconciliation. Upon dissolution vote, the Treasurer shall be directed to reconcile all accounts, pay all outstanding bills and turn over the remainder of the funds to the MBA of Kentucky. Remaining funds shall be transferred to the Mortgage Bankers Association of Kentucky or, if unavailable, to the Mortgage Bankers Association or another nonprofit organization with a substantially similar purpose.